Common use of Assumption of Defense Clause in Contracts

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event If the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, then the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, Proceeding with counsel reasonably acceptable to the Indemniteeapproved by Indemnitee (which approval shall not be unreasonably withheld, conditional or delayed), upon the delivery to the Indemnitee of written notice of its the Company’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: unless (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously is authorized in writing by the Company, (bii) the Company Indemnitee shall have reasonably concluded concluded, based upon written advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the Company and the Indemnitee in the conduct of such defense, or (ciii) the Company shall not, in fact, have employed ceases or terminates the employment of such counsel with respect to assume the defense of such proceedingProceeding, in any of which events, then the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ other counsel in any such Proceeding at Indemnitee’s expense, and to participate in the defense of the Proceeding or claim through such counsel.

Assumption of Defense. In the event the Company shall be obligated to pay advance the expenses of Expenses for any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriatedeemed appropriate by the Company, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the Proceeding as provided herein. Following delivery of written notice to the Indemnitee of written notice of its the Company’s election to do so. After delivery assume the defense of such noticeProceeding, the approval of such counsel by the Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, ) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Indemnification Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: Proceeding. If (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bB) the Company Indemnitee shall have notified the Board in writing that the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (cC) the Company shall not, in fact, have employed fails to employ counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Indemnification Agreement. Nothing herein shall prevent the Indemnitee from employing counsel for any such Proceeding at the expense of the CompanyIndemnitee’s expense.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to approved by the Indemnitee, upon the delivery to of the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ia) the Indemnitee shall have the right to employ his or her counsel in such proceeding Proceeding at the Indemnitee’s 's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any action or claim that would impose any limitation or penalty on the Indemnitee without the Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s 's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee's counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding within a reasonable time, then in any such event the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee’s counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding within a reasonable time, then in any such event the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (c) the Company shall has not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously is subsequently authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated requested by Indemnitee to pay the expenses of any proceeding against or involving the Indemniteeproceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the . The Company shall notify Indemnitee of written any such decision to defend within fifteen (15) calendar days following receipt of notice of its election to do soany such proceeding under Section 7(a) above. After delivery Upon assumption of such notice, approval of such counsel the defense by the Indemnitee, which shall not be unreasonably withheld, Company and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the that Indemnitee shall have the right to employ his separate counsel in such proceeding at the Indemnitee’s sole cost and expense; and (ii) . Notwithstanding the foregoing, if (a) the employment of Indemnitee’s counsel by the Indemnitee has been previously authorized in writing by the Company, (b) delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (c) the Company shall not, in fact, have employed counsel to assume or otherwise actively pursued the defense of such proceedingproceeding within a reasonable time, then in any such event the reasonable fees and expenses Expenses of the Indemnitee’s counsel to defend such proceeding shall be at subject to the expense indemnification and advancement of the CompanyExpenses provisions of this Agreement.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (i) the Indemnitee shall have the right to employ his counsel in such proceeding Proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses Expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding within a reasonable time, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event If the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: (i) the Indemnitee shall have the right to employ his counsel in any such proceeding Proceeding at the Indemnitee’s 's expense; and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bB) the Company Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (cC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (i) the Indemnitee shall have the right to employ his own counsel in such proceeding Proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee in such Proceeding has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously is subsequently authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company Corporation shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (i) the Indemnitee shall have the right to employ his counsel in such proceeding Proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CompanyCorporation, (b) the Company Corporation shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of any such defense, or (c) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Assumption of Defense. In the event the Company shall be obligated hereunder to pay the expenses Expenses of any action, suit or proceeding against or otherwise involving the or affecting Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingthereof, with counsel reasonably acceptable approved by Indemnitee (such approval not to the Indemnitee, be unreasonably withheld or delayed) upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, matter; provided that: that (i) the Indemnitee shall have the right to employ his separate counsel in any such proceeding at the Indemnitee’s expense; 's expense and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bB) the Company Indemnitee shall have reasonably concluded concluded, upon the advice of independent legal counsel, that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (cC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the Company shall pay the reasonable fees and expenses of Indemnitee's counsel; provided that the Indemnitee’s counsel Company's obligation shall be at limited to the expense fees and expenses of the Companyone law firm for Indemnitee.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ia) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s 's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee's counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding within a reasonable time, then in any such event the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. 9.

Assumption of Defense. In the event the Company shall be obligated to pay advance the expenses of Expenses for any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriatedeemed appropriate by the Company, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the Proceeding as provided herein. Following delivery of written notice to the Indemnitee of written notice of its the Company’s election to do so. After delivery assume the defense of such noticeProceeding, the approval of such counsel by the Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, ) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: Proceeding. If (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bB) the Company Indemnitee shall have notified the Board in writing that the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (cC) the Company shall not, in fact, have employed fails to employ counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent the Indemnitee from employing counsel for any such Proceeding at the expense of the CompanyIndemnitee’s expense.

Assumption of Defense. In the event the Company Corporation shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (i) the Indemnitee shall have the right to employ his counsel in such proceeding Proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CompanyCorporation, (b) the Company Corporation shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of any such defense, or (c) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the reasonable fees and expenses Expenses of the Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to approved by the Indemnitee, upon the delivery to of the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (i) the Indemnitee shall have the right to employ his counsel in such proceeding Proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. In the event the Company assumes the defense of any Proceeding, the Company may settle such Proceeding in any manner which would impose any penalty or limitation on the Indemnitee with the Indemnitee's written consent, which consent shall not be unreasonably withheld.

Assumption of Defense. (2) In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (i) the Indemnitee shall have the right to employ his own counsel in such proceeding Proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee in such Proceeding has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses Expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.]

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding Proceeding at the Indemnitee’s expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee’s counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding within a reasonable time, then in any such event the reasonable fees and expenses of the Indemnitee’s counsel reasonably and actually incurred shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay indemnify the expenses of Indemnitee with respect to any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemniteeapproved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee through the Indemnitee engagement of separate counsel with respect to the same proceeding; provided, provided however, that: (ia) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee’s 's expense; and (iib) Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if (ai) the employment of such counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Company Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company or any Subsidiary and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; 's expense and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, ; in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s 's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee's counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding within a reasonable time, not exceeding 60 days or, if shorter, such period as shall not prejudice the reasonable defense of the Indemnitee, then in any such event the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; 's expense and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay advance the expenses of Expenses for any proceeding Proceeding against or involving the Indemnitee, the Company, if appropriatedeemed appropriate by the Company, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the Proceeding as provided herein. Following delivery to the Indemnitee of written notice to Indemnitee of its the Company’s election to do so. After delivery assume the defense of such noticeProceeding, the approval of such counsel by the Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, ) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: Proceeding. If (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bB) the Company Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (cC) the Company shall not, in fact, have employed fails to employ counsel to assume the defense of such proceedingProceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at the expense of the CompanyIndemnitee’s expense.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (c) the Company shall has not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.. ​

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event If the Company shall be obligated to pay the expenses of Expenses arising in connection with any proceeding Claim against or involving the Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel reasonably acceptable to approved by the IndemniteeIndemnitee (whose approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same proceedingClaim, provided that: that (i) the Indemnitee shall have the right to employ his the Indemnitee's own counsel in such proceeding connection with any Claim at the Indemnitee’s 's expense; and (ii) if (aA) the employment of counsel by the Indemnitee has shall have been previously authorized in writing by the Company, (bB) the Company Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (cC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingClaim, in each such case the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of paid by the Company; and (iii) the Company shall not settle any Claim in any manner which would impose any penalty, limitation or unindemnified Expense on the Indemnitee without the Indemnitee's consent.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company Indemnitors shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the CompanyCompany or a Company Subsidiary, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the CompanyCompany or a Company Subsidiary, the Company Indemnitors will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s 's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CompanyCompany or a Company Subsidiary, (b) the Company Indemnitors shall have reasonably concluded that there may be a conflict of interest between the Company Indemnitors and the Indemnitee in the conduct of such defense, or (c) the Company Indemnitors shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the CompanyIndemnitors.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee’s expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee’s counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, (iii) a Change of Control shall have occurred or (civ) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding within a reasonable time, then in any such event the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.